- SEC Filing

On October 26, 2023, Starbox Group Holdings Ltd., a Cayman Islands company (the "Company"), as the issuer, and its wholly owned subsidiary, Starbox International Ltd., a British Virgin Islands company ("Starbox International"), as the purchaser, entered into a share sale agreement (the "Share Sale Agreement"), with the three current shareholders of ProSeeds Limited (collectively, the "ProSeeds Shareholders"), as the sellers, with respect to ProSeeds Limited, a company incorporated in Seychelles ("ProSeeds").

Pursuant to the Share Sale Agreement, Starbox International agreed to acquire 100,000 shares, of ProSeeds (the "Sale Shares"), representing 100% of the issued and paid-up share capital in ProSeeds, from the ProSeeds Shareholders. In consideration for the sale of Sale Shares, the Company agreed to issue to the ProSeeds Shareholders, an aggregate of 12,000,000 ordinary shares (per share price US$1.00) of the Company with an aggregate value of US$12,000,000 (the "Consideration Shares"). The Consideration Shares will be issued to the ProSeeds Shareholders on a closing date as may be agreed upon among the Company, Starbox International, and the ProSeeds Shareholders, subject to the satisfaction by the ProSeeds Shareholders of their obligations under the Share Sale Agreement.

The foregoing description of the Share Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Sale Agreement, which is filed as Exhibit 10.1 to this Form 6-K.

The Share Sale Agreement and the transactions contemplated thereby were approved and authorized by the board of directors of the Company on October 26, 2023.